2012-373 EMS - Sunguard Public Secotr Inc for CAD Replacement $589,875

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in any such action, Customer may do so at its own expense, but such representation must not (c) Effect of Termination. Upon termination prejudice SunGard Public Sector's right to control of this Agreement by either party, Customer will the defense of the claim and negotiate its promptly return to SunGard Public Sector or (at settlement or compromise); (iii) Customer must SunGard Public Sector's request) will destroy all cooperate with SunGard Public Sector to facilitate copies of the Software, and will certify to SunGard the settlement or defense of the claim; (iv) the Public Sector in writing, over the signature of a claim must not arise from modifications or (with duly authorized representative of Customer, that it the express exception of the other Component has done so. Systems and third party hardware and software specified by SunGard Public Sector in writing as (d) Survival of Obligations. All obligations necessary for use with the Software) from the use relating to non-use and non-disclosure of or combination of products provided by SunGard Confidential Information and indemnity will survive Public Sector with items provided by Customer or termination of this Agreement. others. If any Component System is, or in SunGard Public Sector's opinion is likely to (e) Termination Without Prejudice to Other become, the subject of a United States copyright Rights and Remedies. Termination of this infringement claim, then SunGard Public Sector, Agreement will be without prejudice to the at its sole option and expense, will either: (A) terminating party's other rights and remedies obtain for Customer the right to continue using the pursuant to this Agreement. Component System under the terms of this Agreement; (B) replace the Component System 12. Non-Appropriation. SunGard Public Sector with products that are substantially equivalent in acknowledges that Customer is a governmental function, or modify the Component System so that entity, and the validity of this Agreement is based it becomes non-infringing and substantially upon the availability of public funding under the equivalent in function; or (C) refund to Customer authority of its statutory mandate. the portion of the license fee paid to SunGard Public Sector for the Component System(s) giving In the event that public funds are unavailable rise to the infringement claim, less a charge for and not appropriated for the performance of use by Customer based on straight line Customer's obligations under this Agreement, depreciation assuming a useful life of five (5) then this Agreement shall automatically expire years. THE FOREGOING IS SUNGARD PUBLIC without penalty to Customer immediately upon SECTOR'S EXCLUSIVE OBLIGATION WITH written notice to Customer of the unavailability and RESPECT TO INFRINGEMENT OF non-appropriation of public funds. It is expressly INTELLECTUAL PROPERTY RIGHTS. agreed that Customer shall not activate this non- appropriation provision for its convenience or to 11. Term and Termination. circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a (a) Right of Termination. A party has the substantial fiscal crisis. right to terminate this Agreement if the other party breaches a material provision of this Agreement. Customer believes that sufficient funds can be Either party has the right to terminate this obtained to pay all amounts due SunGard Public Agreement at any time while an event or condition Sector throughout the term of this Agreement and giving rise to the right of termination exists. To hereby covenants and agrees that it will make terminate this Agreement, the party seeking appropriate requests for budget appropriations for termination must give the other party notice that the fiscal years in amounts as specified herein. describes the event or condition of termination in Customer further agrees that said funds, once reasonable detail. From the date of its receipt of appropriated, will be maintained and expended for that notice, the other party will have thirty (30) the expressed purpose of acquiring from SunGard days to cure the breach to the reasonable Public Sector the services set forth herein. satisfaction of the party desiring termination. If the event or condition giving rise to the right of In the event of a change in the Customer's termination is not cured within that period, this statutory authority, mandate and/or mandated Agreement will automatically be deemed functions, by state and/or federal legislative or terminated at the end of that period. However, regulatory action, which adversely affects notice to SunGard Public Sector of a suspected Customer's authority to continue its obligations Defect will not constitute a notice of termination of under this Agreement, then this Agreement shall this Agreement. automatically terminate without penalty to Page 7 of 30 SPS License 7/1/2010